Prodigy Gold Inc. Files Early Warning Report
24.09.2012 | Marketwired
Vancouver, British Columbia, September 24, 2012 - Prodigy Gold Inc. (PDG - TSX Venture), ("Prodigy") has acquired beneficial ownership and control of 10,764,458 common shares (the "Shares") of Goldstream Minerals Inc. (formerly Brea Resources Corp.) ("Goldstream"), representing 23.6% of Goldstream's issued and outstanding common shares, based on 45,582,481 shares of Goldstream outstanding, as advised by Goldstream.
The Shares were issued to Prodigy by way of share exchange, in connection with the completion of the transaction involving Goldstream and Goldstream Exploration Ltd. ("Exco"), a wholly-owned subsidiary of Goldstream, as disclosed in Goldstream's news release dated September 21, 2012, and in connection with the exercise by Exco of its option to acquire certain mineral exploration properties from Prodigy pursuant to an option agreement between Prodigy and Exco, as disclosed in Prodigy's news release dated October 19, 2011. The Shares were acquired pursuant to the exemption from the prospectus requirement in section 2.11 of National Instrument 45-106 Prospectus and Registration Exemptions. After giving effect to this acquisition, Prodigy beneficially owns and controls 10,764,458 common shares of Goldstream.
As disclosed in Goldstream's filing statement, filed on SEDAR on August 21, 2012, Prodigy is a party to a "surplus security escrow agreement" with Goldstream and certain other shareholders of Goldstream, pursuant to which the Shares are held in escrow by a third party and released in stages over the course of 36 months. Five percent of the Shares were released from escrow September 21, 2012.
Prodigy acquired the Shares for investment purposes. Prodigy intends to evaluate its investment in Goldstream and to increase or decrease its shareholdings from time to time as it may determine appropriate for investment purposes.
On behalf of the Board of Directors
Brian J. Maher
President, Chief Executive Officer and Director
FOR FURTHER INFORMATION, PLEASE CONTACT:
Prodigy Gold Incorporated
Email: ir@prodigygold.com
Website: www.prodigygold.com
tel.: 1-604-688-9006 Fax: 1-604-688-9029
This news release includes certain forward-looking statements or information. All statements other than statements of historical fact included in this release, including, without limitation, statements relating to the potential mineralization and geological merits of the Magino mine property and other future plans, objectives or expectations of Prodigy Gold Incorporated (the "Company") are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's plans or expectations include risks relating to the actual results of current exploration activities, fluctuating gold prices, possibility of equipment breakdowns and delays, exploration cost overruns, availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Company with securities regulators. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The Shares were issued to Prodigy by way of share exchange, in connection with the completion of the transaction involving Goldstream and Goldstream Exploration Ltd. ("Exco"), a wholly-owned subsidiary of Goldstream, as disclosed in Goldstream's news release dated September 21, 2012, and in connection with the exercise by Exco of its option to acquire certain mineral exploration properties from Prodigy pursuant to an option agreement between Prodigy and Exco, as disclosed in Prodigy's news release dated October 19, 2011. The Shares were acquired pursuant to the exemption from the prospectus requirement in section 2.11 of National Instrument 45-106 Prospectus and Registration Exemptions. After giving effect to this acquisition, Prodigy beneficially owns and controls 10,764,458 common shares of Goldstream.
As disclosed in Goldstream's filing statement, filed on SEDAR on August 21, 2012, Prodigy is a party to a "surplus security escrow agreement" with Goldstream and certain other shareholders of Goldstream, pursuant to which the Shares are held in escrow by a third party and released in stages over the course of 36 months. Five percent of the Shares were released from escrow September 21, 2012.
Prodigy acquired the Shares for investment purposes. Prodigy intends to evaluate its investment in Goldstream and to increase or decrease its shareholdings from time to time as it may determine appropriate for investment purposes.
On behalf of the Board of Directors
Brian J. Maher
President, Chief Executive Officer and Director
FOR FURTHER INFORMATION, PLEASE CONTACT:
Prodigy Gold Incorporated
Email: ir@prodigygold.com
Website: www.prodigygold.com
tel.: 1-604-688-9006 Fax: 1-604-688-9029
This news release includes certain forward-looking statements or information. All statements other than statements of historical fact included in this release, including, without limitation, statements relating to the potential mineralization and geological merits of the Magino mine property and other future plans, objectives or expectations of Prodigy Gold Incorporated (the "Company") are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's plans or expectations include risks relating to the actual results of current exploration activities, fluctuating gold prices, possibility of equipment breakdowns and delays, exploration cost overruns, availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Company with securities regulators. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.